Common use of Conditions Precedent to the Clause in Contracts

Conditions Precedent to the. Initial Loan to each Borrowing Subsidiary. The obligation of each Bank to make its initial Loan to any Borrowing Subsidiary is subject to the further conditions precedent that the Administrative Agent shall have received on or before the Borrowing Date for such Loan the following, each dated such date, and in sufficient copies for each Bank and the Administrative Agent: (a) A Borrowing Subsidiary Counterpart executed by such Borrowing Subsidiary and acknowledged by the Company. (i) A copy of the articles or certificate of incorporation (or other similar evidence of organization) of such Borrowing Subsidiary, together with all amendments, and a current certificate of good standing, both certified by the appropriate governmental officer, in its jurisdiction of organization; (ii) a certificate of the Secretary or Assistant Secretary of such Borrowing Subsidiary certifying, inter alia, (A) true and correct copies of the bylaws (or other similar document) of such Borrowing Subsidiary as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions or other action described in clause (B) below, (B) true and complete copies of resolutions duly adopted by the Board of Directors of such Borrowing Subsidiary (or of the taking of such other action as may be necessary and appropriate under applicable law), authorizing such Borrowing Subsidiary to execute, deliver and perform its obligations under its Borrowing Subsidiary Counterpart and this Agreement, and to borrow and effect other transactions hereunder, and that such resolutions or other action has not been modified, rescinded or amended and is in full force and effect and (C) the incumbency and specimen signatures of the Persons executing any documents on behalf of such Borrowing Subsidiary; and (iii) a certificate of another officer of such Borrowing Subsidiary as to the incumbency and specimen signature of the Secretary or Assistant Secretary of such Borrowing Subsidiary. (c) A certificate of a principal officer of such Borrowing Subsidiary certifying (i) the truth of the representations and warranties set forth in this Agreement with respect to such Borrowing Subsidiary and (ii) the absence of the occurrence and continuance of any Default or Event of Default with respect to such Borrowing Subsidiary. (d) One or more written opinions of counsel to such Borrowing Subsidiaries, each in form and substance satisfactory to the Administrative Agent and the Banks. (e) A letter from Corporation Service Company, in form and substance satisfactory to the Administrative Agent, evidencing the obligation of Corporation Service Company to accept service of process in the State of New York on behalf of such Borrowing Subsidiary. (f) Such other documents as either the Administrative Agent or any Bank through the Administrative Agent may have reasonably requested.

Conditions Precedent to the. Initial Loan to each Borrowing Subsidiary. The obligation of each Bank to make its initial Loan to any Borrowing Subsidiary is subject to the further conditions precedent that the Administrative Agent shall have received on or before the Borrowing Date for such Loan the following, each dated such dateday, and with respect to all such documents referred to in Section 3.02(a), Section 3.02(c), Section 3.02(d), Section 3.02(e), Section 3.02(f) and Section 3.02(h) in sufficient copies for each Bank and the Administrative Agent:Agent that is not a Bank. (a) A Borrowing Subsidiary Counterpart executed by such Borrowing Subsidiary and acknowledged by the Company. (ib) A copy The Notes of such Borrowing Subsidiary dated the date of such Borrowing, properly executed to the order of the articles Banks, respectively. (c) Copies of the Articles or certificate Certificate of incorporation Incorporation (or other similar evidence of organization) of such Borrowing Subsidiary, together with all amendments, and a current certificate of good standingstanding (or the equivalent thereof), both certified by the appropriate governmental officer, in its jurisdiction of organization; . (iid) a A certificate of the Secretary or Assistant Secretary (or persons performing similar functions) of such Borrowing Subsidiary certifying, inter alia, alia (Ai) true and correct complete copies of the bylaws (or other similar document) document of such Borrowing Subsidiary as in effect on the date of such certificate and at Subsidiary) together with all times since a date prior to the date of the resolutions or other action described in clause (B) belowamendments, (Bii) true and complete copies of resolutions duly adopted by the Board of Directors (or persons performing similar functions) of such Borrowing Subsidiary (or of the taking of such other action as may be necessary and appropriate under applicable law), authorizing such Borrowing Subsidiary to execute, deliver and perform its obligations under its Borrowing Subsidiary Counterpart and this Agreement, and to borrow and effect other transactions hereunder, and that such resolutions or other action has not been modified, rescinded or amended and is in full force and effect hereunder and (Ciii) the incumbency and specimen signatures of the Persons executing any documents on behalf of such Borrowing Subsidiary; and (iii) a certificate of another officer of such Borrowing Subsidiary as to the incumbency and specimen signature of the Secretary or Assistant Secretary of such Borrowing Subsidiary. (ce) A certificate Certificate of a principal officer Financial Officer of such Borrowing Subsidiary certifying (i) the truth of the representations and warranties set forth in this Agreement with respect to such Borrowing Subsidiary and (ii) the absence of the occurrence and continuance of any Default or Event of Default with respect to such Borrowing Subsidiary. (d) One or more written opinions of counsel to such Borrowing Subsidiaries, each in form and substance satisfactory to the Administrative Agent and the Banks. (e) A letter from Corporation Service Company, in form and substance satisfactory to the Administrative Agent, evidencing the obligation of Corporation Service Company to accept service of process in the State of New York on behalf of such Borrowing Subsidiary. (f) Such other documents as either the Administrative Agent or any Bank through the Administrative Agent may have reasonably requested.

Conditions Precedent to the. Initial Loan to each Borrowing Subsidiary. The obligation of each Bank to make its initial Loan to any Borrowing Subsidiary is subject to the further conditions precedent that the Administrative Agent shall have received on or before the Borrowing Date for such Loan the following, each dated such dateday, and with respect to all such documents referred to in Section 3.02(a), Section 3.02(c), Section 3.02(d), Section 3.02(e), Section 3.02(f) and Section 3.02(h) in sufficient copies for each Bank and the Administrative Agent:each Agent that is not a Bank. (a) A Borrowing Subsidiary Counterpart executed by such Borrowing Subsidiary and acknowledged by each of the CompanyCompany and the other Borrowers, if any. (ib) A copy Notes of such Borrowing Subsidiary dated the date of such Borrowing, properly executed to the order of the articles Banks, respectively. (c) Copies of the Articles or certificate Certificate of incorporation Incorporation (or other similar evidence of organization) of such Borrowing Subsidiary, together with all amendments, and a current certificate of good standing, both certified by the appropriate governmental officer, in its jurisdiction of organization; . (iid) a A certificate of the Secretary or Assistant Secretary of such Borrowing Subsidiary certifying, inter alia, alia (Ai) true and correct copies of the bylaws (or other similar document) document of such Borrowing Subsidiary as in effect on the date of such certificate and at Subsidiary) together with all times since a date prior to the date of the resolutions or other action described in clause (B) belowamendments, (Bii) true and complete correct copies of resolutions duly adopted by the Board of Directors of such Borrowing Subsidiary (or of the taking of such other action as may be necessary and appropriate under applicable law), authorizing such Borrowing Subsidiary to execute, deliver and perform its obligations under its Borrowing Subsidiary Counterpart and this Agreement, and to borrow and effect other transactions hereunder, and that such resolutions or other action has not been modified, rescinded or amended and is in full force and effect hereunder and (Ciii) the incumbency and specimen signatures of the Persons executing any documents on behalf of such Borrowing Subsidiary; and (iii) a certificate of another officer of such Borrowing Subsidiary as to the incumbency and specimen signature of the Secretary or Assistant Secretary of such Borrowing Subsidiary. (ce) A certificate Certificate of a principal officer Financial Officer of such Borrowing Subsidiary certifying (i) the truth of the representations and warranties set forth in this Agreement with respect to such Borrowing Subsidiary and (ii) the absence of the occurrence and continuance of any Default or Event of Default with respect to such Borrowing Subsidiary. (df) One or more written opinions of counsel to such Borrowing Subsidiaries, each in form and substance satisfactory to the Administrative Agent Agents and the Banks. (eg) A letter from CT Corporation Service CompanySystem, Inc., in form and substance satisfactory to the Administrative Agent, evidencing the obligation of CT Corporation Service Company System, Inc. to accept service of process in the State of New York Texas on behalf of such Borrowing Subsidiary. (fh) Such other documents as either the Administrative any Agent or any Bank through the Administrative Agent may have reasonably requested.